Exhibit 10.10
TAX ALLOCATION AGREEMENT
BETWEEN
UM HOLDINGS Ltd. AND SUBSIDIARIES
TAX ALLOCATION AGREEMENT dated as of December 1, 1994 (this "Agreement"), by and
between UM Holdings Ltd., a New Jersey corporation ("Holdings"), and its
subsidiaries, including, but not limited to Xxxxxxx Inc.; Life Extension
Institute, Inc.; Cardio Data Services, Inc.; Research Data Worldwide, Ltd.; UM
Equity Corp; and UM Investments ("Subsidiaries").
WHEREAS, Holdings owns 100% of the voting common stock of Xxxxxxx Inc., the only
class of authorized and outstanding stock; 100% of the voting common stock of
Life Extension Institute, Inc., the only class of authorized and outstanding
stock; 100% of the voting common stock of Cardio Data Services, Inc., the only
class of authorized and outstanding stock; 100% of the voting common stock of
Research Data Worldwide, Ltd., the only class of authorized and outstanding
stock 100% of the voting common stock of UM Equity Corp., the only class of
authorized and outstanding stock; 100% of the voting common stock of UM
Investments, the only class of authorized and outstanding stock; and
WHEREAS, Holdings and Subsidiaries desire to file a consolidated federal income
tax return pursuant to section 1501 of the Internal Revenue Code of 1986, as
amended (the "Code"); and
WHEREAS, Holdings and Subsidiaries have filed consolidated federal income tax
returns with its direct and indirect subsidiaries, each of which desires to
become a party to this Agreement (for purposes of this Agreement, references to
"Subsidiaries" shall include each of the Subsidiaries); and
WHEREAS, Holdings and Subsidiaries desire to provide a method for the equitable
apportionment between themselves of the tax consequences of filing consolidated
federal income tax returns and to create a binding obligation on the part of
Subsidiaries to pay to on account of such liability, the amounts specified
herein;
NOW, THEREFORE, intending to be legally bound, Holdings and Subsidiaries hereby
mutually covenant and agree as follows:
1. Holdings will file a consolidated federal income tax return for the
affiliated group consisting of itself and Subsidiaries (the "Group") for
the taxable year ending December 31, 1994, and for any subsequent taxable
year for which the Group is required or permitted to file such a return
pursuant to the provisions of the Code and Treasury Regulations
thereunder.
2. Subsidiaries hereby irrevocably designates Holdings as its agent for the
purpose of taking all actions necessary or incidental to the filing of
consolidated federal income tax returns and dealing with all related tax
matters. Subsidiaries agrees to file such consents, elections and other
documents and to take such other actions as may be necessary or
appropriate to carry out the purpose of this agreement as Holdings may
request.
3. a. For each taxable year of the Group, Holdings shall pay to the
United States Treasury the entire amount of the consolidated
federal income tax liability of the Group, at such times as may be
required or permitted by the Code and Treasury Regulations.
b. Each subsidiary shall be responsible for and pay to Holdings those
amounts which equal the estimated tax payments and final tax
payments which such Subsidiary would have made to the United
States Treasury had its federal income tax liability been computed
on a separate return basis, determined on the basis of the best
information available. Subsidiaries shall pay such amounts to
Holdings on the due dates or up to thirty business days subsequent
to the dates for the estimated and final tax payments to the
United States Treasury, which Subsidiaries would have made had it
been filing on a separate return basis, determined without regard
to Holdings' obligation to make payments of tax pursuant to
paragraph 4.a. hereof.
c. In the event that a Subsidiary incurs a loss for federal income
tax purposes which has the effect of reducing the Group's
consolidated federal income tax liability for any taxable year,
Holdings shall not be obligated to pay to such Subsidiary the
amount of such reduction.
d. In the event of any adjustment to the consolidated tax returns as
filed (due to, for instance, the filing of an amended return,
claim for refund, or an audit by the Internal Revenue Service),
the liability of Subsidiaries under paragraph 3. b. hereof shall
be redetermined to give effect to each such adjustment as if it
had been made a part of the original computation of Subsidiaries'
tax liability.
e. In applying this paragraph 4, the parties may, for administrative
convenience and consistent with the purposes of this Agreement,
consider Subsidiaries' federal income tax liability on a return
basis to be consolidated federal income tax liability of the
Subsidiaries.
4. Nothing in this Agreement shall be construed to prohibit Holdings from
electing to discontinue filing consolidated federal income tax returns
for the Group for any taxable year or prohibit Holdings from making or
forbearing from making any election available to it under the Code.
5. No modification, amendment or waiver of any provision of this Agreement
shall be effective unless the same shall be in writing and signed by the
party against which enforcement of such modification amendment or waiver
is sought.
6. All demands, notices and communications hereunder shall be in writing and
shall be deemed to have been duly given if personally delivered.
7. This Agreement shall be binding upon and inure to the benefit of any
successor, by merger, acquisition of assets or otherwise, to any of the
parties hereto, to the same extent as if such successor had been an
original party to this Agreement.
8. If at any time either Holdings or Subsidiaries acquires or creates one or
more subsidiary corporations that are eligible to be includible
corporations of the Group pursuant to the Code and Treasury Regulations
thereunder, such subsidiary corporations shall be subject to this
Agreement and all references thereafter to Holdings or Subsidiaries, as
the case may be, shall be interpreted to include such subsidiary
corporations.
9. This Agreement may be executed in any number of counterparts, each of
which shall be an original, but such counterparts shall together
constitute but one and the same instrument.
10. This Agreement shall be construed and enforced in accordance with the
laws of the State of New Jersey.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their respective officers thereunto duly authorized as of the _____ day of
__________, 1994.
_________________________________________________
Title: President, UM Holdings, Ltd.
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_________________________________________________
Title: President, UM Equity Corp.
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_________________________________________________
Title: President, UM Investment Corp.
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_________________________________________________
Title: President, Xxxxxxx Inc.
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_________________________________________________
Title: President, Life Extension Inc.
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_________________________________________________
Title: President, Cardio Data Services, Inc.
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_________________________________________________
Title: President, Research Data Worldwide, Ltd.
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